83_FR_9394 83 FR 9351 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 7018(a)

83 FR 9351 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 7018(a)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 43 (March 5, 2018)

Page Range9351-9354
FR Document2018-04420

Federal Register, Volume 83 Issue 43 (Monday, March 5, 2018)
[Federal Register Volume 83, Number 43 (Monday, March 5, 2018)]
[Notices]
[Pages 9351-9354]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-04420]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82790; File No. SR-NASDAQ-2018-013]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Rule 7018(a)

February 28, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

[[Page 9352]]

(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 13, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Exchange's transaction fees to 
modify the credits provided for displayed Designated Retail Orders 
under Rules 7018(a)(1)-(3).
    While these amendments are effective upon filing, the Exchange has 
designated the proposed amendments to be operative on February 1, 
2018.\3\
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    \3\ The proposed fees were initially filed with the Commission 
as an immediately effective and operative rule change on February 1, 
2018. See SR-NASDAQ-2018-009. The Exchange is withdrawing SR-NASDAQ-
2018-009 and replacing it with this filing, which makes a technical 
correction and descriptive changes to the proposal.
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    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaq.cchwallstreet.com/, at the principal office of 
the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend the credits 
provided for displayed Designated Retail Orders \4\ under Rules 
7018(a)(1)-(3) by: (1) Reducing the $0.0034 per share executed credit 
to $0.0033 per share executed; (2) requiring members to have a ratio of 
at least 85% liquidity provided through one or more of its [sic] Nasdaq 
Market Center MPIDs to all volume (adding and removing liquidity) 
through one or more of its [sic] Nasdaq Market Center MPIDs during the 
month to qualify for the proposed $0.0033 per share executed credit; 
and (3) adding a new $0.00325 per share executed credit tier.
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    \4\ As defined by Rule 7018.
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    Rule 7018 sets forth the fees and credits for use of the order 
execution and routing services of Nasdaq for securities priced at $1 or 
more. Rule 7018(a)(1) sets forth the fees and credits for the execution 
and routing of orders in Nasdaq-listed securities (``Tape C 
Securities''); Rule 7018(a)(2) sets forth the fees and credits for the 
execution and routing of securities listed on the New York Stock 
Exchange LLC (``NYSE'')(``Tape A Securities''), and Rule 7018(a)(3) 
sets forth the fees and credits for the execution and routing of 
securities listed on exchanges other than Nasdaq and NYSE (``Tape B 
Securities'').
    A Designated Retail Order is an agency or riskless principal order 
that meets the criteria of FINRA Rule 5320.03 and that originates from 
a natural person and is submitted to Nasdaq by a member that designates 
it as such, provided that no change is made to the terms of the order 
with respect to price or side of market and the order does not 
originate from a trading algorithm or any other computerized 
methodology. An order from a ``natural person'' can include orders on 
behalf of accounts that are held in a corporate legal form--such as an 
Individual Retirement Account, Corporation, or a Limited Liability 
Company--that has been established for the benefit of an individual or 
group of related family members, provided that the order is submitted 
by an individual. Members must submit a signed written attestation, in 
a form prescribed by Nasdaq, that they have implemented policies and 
procedures that are reasonably designed to ensure that substantially 
all orders designated by the member as Designated Retail Orders comply 
with these requirements. Orders may be designated on an order-by-order 
basis, or by designating all orders on a particular order entry port as 
Designated Retail Orders.
    Currently, under Rules 7018(a)(1)-(3) the Exchange provides a 
$0.0034 per share executed credit to members for displayed Designated 
Retail Orders in securities of all three Tapes. There is no 
qualification criteria that must be met to receive the credit under 
Rules 7018(a)(1)-(3). The Exchange is proposing to lower the $0.0034 
per share executed credit to $0.0033 per share executed for displayed 
Designated Retail Orders under Rules 7018(a)(1)-(3). The Exchange is 
also proposing to adopt new qualification criteria for each of the 
proposed $0.0033 per share executed credits under Rules 7018(a)(1)-(3). 
Specifically, the Exchange is proposing to require a member to have a 
ratio of at least 85% liquidity provided through one or more of its 
Nasdaq Market Center MPIDs to all volume (adding and removing 
liquidity) through one or more of its Nasdaq Market Center MPIDs during 
the month to qualify for the $0.0033 per share executed credit under 
Rules 7018(a)(1)-(3). Last, the Exchange is proposing to add a new 
credit of $0.00325 per share executed for displayed Designated Retail 
Orders in securities of all three Tapes under Rules 7018(a)(1)-(3). 
Like the current $0.0034 per share executed credit, the Exchange is not 
proposing any qualification criteria that must be met to receive the 
proposed $0.00325 per share executed credit under Rules 7018(a)(1)-(3).
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\5\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\6\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees and other charges 
among members and issuers and other persons using any facility, and is 
not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed $0.0033 per share executed 
credit is reasonable because it is competitive with the credits of 
other exchanges. For example, NYSE Arca provides a $0.0033 per share 
credit for Retail Orders that provide liquidity to the NYSE Arca 
book.\7\
---------------------------------------------------------------------------

    \7\ The credit is available to ETP Holders, including Market 
Makers that execute an Average Daily Volume of Retail Orders that 
provide liquidity during the month that is 0.15% or more of the US 
CADV. US CADV is defined as ``US CADV means United States 
Consolidated Average Daily Volume for transactions reported to the 
Consolidated Tape, excluding odd lots through January 31, 2014 
(except for purposes of Lead Market Maker pricing), and excludes 
volume on days when the market closes early and on the date of the 
annual reconstitution of the Russell Investments Indexes. 
Transactions that are not reported to the Consolidated Tape are not 
included in US CADV.'' See https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf.

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[[Page 9353]]

    Currently, members are provided a credit of $0.0034 per share 
executed; under the proposal, the credit will be $0.0033 per share 
executed.
    The Exchange believes that the proposed $0.0033 per share executed 
credit and the proposed qualification criteria required to receive the 
credit is [sic] an equitable allocation and is not unfairly 
discriminatory because the Exchange will apply the same credit to all 
similarly situated members that meet the qualification criteria. The 
proposed $0.0033 per share executed credit and the proposed 
qualification criteria will reduce the cost of the incentive to the 
Exchange while also improving market quality by applying a 
qualification requirement that a member provide a significant share of 
its volume in providing liquidity on the Exchange, namely, a ratio of 
at least 85% liquidity provided through one or more of its Nasdaq 
Market Center MPIDs to all volume (adding and removing liquidity) 
through one or more of its Nasdaq Market Center MPIDs. The Exchange has 
limited funds to apply in the form of incentives, and thus must deploy 
those limited funds to incentives that it believes will be the most 
effective at improving market quality in areas that the Exchange 
determines are in need of improvement. In this instance, reducing the 
amount of credit provided and applying new qualification criteria, 
which not all members that currently qualify for the $0.0034 per share 
executed credit will likely satisfy, should reduce the cost of 
providing credits for Designated Retail Orders. In turn, the Exchange 
would be able to apply any funds realized by the proposed changes to 
other incentives that may improve market quality.
    The Exchange believes that the proposed $0.00325 per share executed 
credit is reasonable because it is competitive with the credits of 
other exchanges. As noted above, NYSE Arca provides a $0.0033 per share 
credit for Retail Orders that provide liquidity to the NYSE Arca 
book.\8\ Like the Exchange's proposed $0.0033 per share executed 
credit, NYSE Arca has qualification criteria required of its 
participants to receive its Retail Order credit. The proposed $0.00325 
per share executed credit will not have any such requirements. Thus, 
the lower credit reflects the absence of additional market-improving 
behavior required to receive the credit.
---------------------------------------------------------------------------

    \8\ Id.
---------------------------------------------------------------------------

    The Exchange believes that $0.00325 per share executed credit is an 
equitable allocation and is not unfairly discriminatory because the 
Exchange will apply the same credit and criteria to all similarly 
situated members. Like the current credit, the Exchange will not 
require a member to meet any qualification criteria to receive the 
credit. As a consequence, members will continue to have the opportunity 
to receive a significant credit for such orders, which the Exchange 
believes will also continue to provide incentive to members to enter 
such beneficial orders. In this regard, the Exchange notes that 
displayed liquidity promotes price discovery and retail orders often 
represent investors with long-term investment horizons.
    Last, the Exchange notes that the proposed credits, like the 
current credits provided for Designated Retail Orders, are available 
for orders that have originated from natural persons only. The Exchange 
believes that limiting the credit to Designated Retail Orders is an 
equitable allocation and is not unfairly discriminatory because the 
credit is designed to attract retail order flow to the Exchange, which 
also benefits other market participants (including non-natural persons) 
by providing additional liquidity to the Exchange with which such other 
market participants may interact. As noted above, displayed liquidity 
promotes price discovery and retail orders often represent investors 
with long-term investment horizons, both of which benefit all market 
participants by providing more liquid markets and a more diverse group 
of market participants.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. In terms of inter-market 
competition, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing venues if they deem fee levels at a particular venue to be 
excessive, or credit opportunities available at other venues to be more 
favorable. In such an environment, the Exchange must continually adjust 
its fees and credits to remain competitive with other exchanges and 
with alternative trading systems that have been exempted from 
compliance with the statutory standards applicable to exchanges. 
Because competitors are free to modify their own fees and credits in 
response, and because market participants may readily adjust their 
order routing practices, the Exchange believes that the degree to which 
fee changes in this market may impose any burden on competition is 
extremely limited.
    In this instance, the proposed changes to the credits available to 
members for execution of securities in securities of all three Tapes do 
not impose a burden on competition because the Exchange's execution 
services are completely voluntary and subject to extensive competition 
both from other exchanges and from off-exchange venues. The proposed 
credits are reflective of the Exchange's desire to allocate credits and 
rebates to their most efficient use. The Exchange does not believe that 
proposed changes will reduce the level of Designated Retail Orders 
provided to the Exchange, but may reduce costs incurred by the Exchange 
in supporting the incentive. Thus, the proposed changes reflect a 
balance of targeting the correct level of incentive for the behavior 
sought. As discussed above, the proposed credits are consistent [sic] 
the credits provided by other exchanges for retail orders. In sum, if 
the changes proposed herein are unattractive to market participants, it 
is likely that the Exchange will lose market share as a result. 
Accordingly, the Exchange does not believe that the proposed changes 
will impair the ability of members or competing order execution venues 
to maintain their competitive standing in the financial markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\9\
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    \9\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing,

[[Page 9354]]

including whether the proposed rule change is consistent with the Act. 
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2018-013 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2018-013. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NASDAQ-2018-013, and should be submitted 
on or before March 26, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-04420 Filed 3-2-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                                               Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices                                                        9351

                                                filing. According to the Exchange,                      amendments, all written statements                    Federal Register on January 19, 2018.3
                                                waiver of the operative delay will help                 with respect to the proposed rule                     To date, the Commission has not
                                                to avoid any potential confusion that                   change that are filed with the                        received any comment letters to the
                                                may otherwise occur on the part of IEX                  Commission, and all written                           Proposed Rule Change.
                                                Members as to the requirements of IEX                   communications relating to the                          Section 19(b)(2) of the Exchange Act 4
                                                Rule 5.170. The Commission believes                     proposed rule change between the                      provides that, within 45 days of the
                                                that the proposed rule change raises no                 Commission and any person, other than                 publication of notice of the filing of a
                                                new or novel issues and that waiver of                  those that may be withheld from the                   proposed rule change, or within such
                                                the operative delay is consistent with                  public in accordance with the                         longer period up to 90 days as the
                                                the protection of investors and the                     provisions of 5 U.S.C. 552, will be                   Commission may designate if it finds
                                                public interest. Therefore, the                         available for website viewing and                     such longer period to be appropriate
                                                Commission hereby waives the                            printing in the Commission’s Public                   and publishes its reasons for so finding,
                                                operative delay and designates the                      Reference Section, 100 F Street NE,                   or as to which the self-regulatory
                                                proposal operative upon filing.17                       Washington, DC 20549–1090. Copies of                  organization consents, the Commission
                                                   At any time within 60 days of the                    the filing will also be available for                 shall either approve the proposed rule
                                                filing of the proposed rule change, the                 inspection and copying at the IEX’s                   change, disapprove the proposed rule
                                                Commission summarily may                                principal office and on its internet                  change, or institute proceedings to
                                                temporarily suspend such rule change if                 website at www.iextrading.com. All                    determine whether the proposed rule
                                                it appears to the Commission that such                  comments received will be posted                      change should be disapproved. The 45th
                                                action is necessary or appropriate in the               without change. Persons submitting                    day after publication of the Notice for
                                                public interest, for the protection of                  comments are cautioned that we do not                 this Proposed Rule Change is March 5,
                                                investors, or otherwise in furtherance of               redact or edit personal identifying                   2018. The Commission is extending this
                                                the purposes of the Act. If the                         information from comment submissions.                 45-day time period. In order to provide
                                                Commission takes such action, the                       You should submit only information                    the Commission with sufficient time to
                                                Commission shall institute proceedings                  that you wish to make available                       consider the Proposed Rule Change, the
                                                under Section 19(b)(2)(B) 18 of the Act to              publicly. All submissions should refer                Commission finds that it is appropriate
                                                determine whether the proposed rule                     to File Number SR–IEX–2018–04 and                     to designate a longer period within
                                                change should be approved or                            should be submitted on or before March                which to take action on the Proposed
                                                disapproved.                                            26, 2018.                                             Rule Change.
                                                IV. Solicitation of Comments                              For the Commission, by the Division of                Accordingly, the Commission,
                                                                                                        Trading and Markets, pursuant to delegated            pursuant to Section 19(b)(2) of the
                                                  Interested persons are invited to
                                                                                                        authority.19                                          Exchange Act,5 designates April 19,
                                                submit written data, views and
                                                                                                        Eduardo A. Aleman,                                    2018 as the date by which the
                                                arguments concerning the foregoing,
                                                                                                        Assistant Secretary.                                  Commission shall either approve,
                                                including whether the proposed rule
                                                                                                                                                              disapprove, or institute proceedings to
                                                change is consistent with the Act.                      [FR Doc. 2018–04337 Filed 3–2–18; 8:45 am]
                                                                                                                                                              determine whether to disapprove
                                                Comments may be submitted by any of                     BILLING CODE 8011–01–P
                                                                                                                                                              proposed rule change SR–ICEEU–2017–
                                                the following methods:
                                                                                                                                                              017.
                                                Electronic Comments                                     SECURITIES AND EXCHANGE                                 For the Commission, by the Division of
                                                  • Use the Commission’s internet                       COMMISSION                                            Trading and Markets, pursuant to delegated
                                                comment form (http://www.sec.gov/                                                                             authority.6
                                                rules/sro.shtml); or                                    [Release No. 34–82782; File No. SR–ICEEU–             Eduardo A. Aleman,
                                                  • Send an email to rule-comments@                     2017–017]                                             Assistant Secretary.
                                                sec.gov. Please include File Number SR–                                                                       [FR Doc. 2018–04336 Filed 3–2–18; 8:45 am]
                                                IEX–2018–04 on the subject line.                        Self-Regulatory Organizations; ICE                    BILLING CODE 8011–01–P

                                                Paper Comments                                          Clear Europe Limited; Notice of
                                                                                                        Designation of Longer Period for
                                                  • Send paper comments in triplicate                   Commission Action on Proposed Rule                    SECURITIES AND EXCHANGE
                                                to Brent J. Fields, Secretary, Securities               Change Concerning the ICE Clear                       COMMISSION
                                                and Exchange Commission, 100 F Street                   Europe Wind-Down Plan
                                                NE, Washington, DC 20549–1090.                                                                                [Release No. 34–82790; File No. SR–
                                                All submissions should refer to File                    February 27, 2018.
                                                                                                                                                              NASDAQ–2018–013]
                                                Number SR–IEX–2018–04. This file                           On December 29, 2017, ICE Clear
                                                number should be included in the                        Europe Limited (‘‘ICE Clear Europe’’)                 Self-Regulatory Organizations; The
                                                subject line if email is used. To help the              filed with the Securities and Exchange                Nasdaq Stock Market LLC; Notice of
                                                Commission process and review your                      Commission (‘‘Commission’’) proposed                  Filing and Immediate Effectiveness of
                                                comments more efficiently, please use                   rule change SR–ICEEU–2017–017                         Proposed Rule Change To Amend Rule
                                                only one method. The Commission will                    (‘‘Proposed Rule Change’’) pursuant to                7018(a)
                                                post all comments on the Commission’s                   Section 19(b)(1) of the Securities                    February 28, 2018.
                                                internet website (http://www.sec.gov/                   Exchange Act of 1934 (‘‘Exchange
                                                rules/sro.shtml). Copies of the                                                                                 Pursuant to Section 19(b)(1) of the
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                        Act’’),1 and Rule 19b–4 thereunder,2
                                                submission, all subsequent                                                                                    Securities Exchange Act of 1934
                                                                                                        concerning the ICE Clear Europe Wind-
                                                                                                        Down Plan. The Proposed Rule Change                      3 Exchange Act Release No. 82497 (Jan. 12, 2018),
                                                   17 For purposes only of waiving the 30-day
                                                                                                        was published for comment in the                      83 FR 2847 (Jan. 19, 2018) (SR–ICEEU–2017–017)
                                                operative delay, the Commission has also
                                                considered the proposed rule’s impact on                                                                      (‘‘Notice’’).
                                                                                                          19 17 CFR 200.30–3(a)(12).                             4 15 U.S.C. 78s(b)(2).
                                                efficiency, competition, and capital formation. See
                                                15 U.S.C. 78c(f).                                         1 15 U.S.C. 78s(b)(1).                                 5 Id.
                                                   18 15 U.S.C. 78s(b)(2)(B).                             2 17 CFR 240.19b–4.                                    6 17 CFR 200.30–3(a)(31).




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                                                9352                           Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices

                                                (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 executed credit to $0.0033 per share                  7018(a)(1)–(3). The Exchange is
                                                notice is hereby given that on February                 executed; (2) requiring members to have               proposing to lower the $0.0034 per
                                                13, 2018, The Nasdaq Stock Market LLC                   a ratio of at least 85% liquidity provided            share executed credit to $0.0033 per
                                                (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the             through one or more of its [sic] Nasdaq               share executed for displayed Designated
                                                Securities and Exchange Commission                      Market Center MPIDs to all volume                     Retail Orders under Rules 7018(a)(1)–
                                                (‘‘Commission’’) the proposed rule                      (adding and removing liquidity) through               (3). The Exchange is also proposing to
                                                change as described in Items I, II, and                 one or more of its [sic] Nasdaq Market                adopt new qualification criteria for each
                                                III below, which Items have been                        Center MPIDs during the month to                      of the proposed $0.0033 per share
                                                prepared by the Exchange. The                           qualify for the proposed $0.0033 per                  executed credits under Rules
                                                Commission is publishing this notice to                 share executed credit; and (3) adding a               7018(a)(1)–(3). Specifically, the
                                                solicit comments on the proposed rule                   new $0.00325 per share executed credit                Exchange is proposing to require a
                                                change from interested persons.                         tier.                                                 member to have a ratio of at least 85%
                                                                                                           Rule 7018 sets forth the fees and                  liquidity provided through one or more
                                                I. Self-Regulatory Organization’s                       credits for use of the order execution                of its Nasdaq Market Center MPIDs to all
                                                Statement of the Terms of Substance of                  and routing services of Nasdaq for                    volume (adding and removing liquidity)
                                                the Proposed Rule Change                                securities priced at $1 or more. Rule                 through one or more of its Nasdaq
                                                   The Exchange proposes to amend the                   7018(a)(1) sets forth the fees and credits            Market Center MPIDs during the month
                                                Exchange’s transaction fees to modify                   for the execution and routing of orders               to qualify for the $0.0033 per share
                                                the credits provided for displayed                      in Nasdaq-listed securities (‘‘Tape C                 executed credit under Rules 7018(a)(1)–
                                                Designated Retail Orders under Rules                    Securities’’); Rule 7018(a)(2) sets forth             (3). Last, the Exchange is proposing to
                                                7018(a)(1)–(3).                                         the fees and credits for the execution                add a new credit of $0.00325 per share
                                                   While these amendments are effective                 and routing of securities listed on the               executed for displayed Designated
                                                upon filing, the Exchange has                           New York Stock Exchange LLC                           Retail Orders in securities of all three
                                                designated the proposed amendments to                   (‘‘NYSE’’)(‘‘Tape A Securities’’), and                Tapes under Rules 7018(a)(1)–(3). Like
                                                be operative on February 1, 2018.3                      Rule 7018(a)(3) sets forth the fees and               the current $0.0034 per share executed
                                                   The text of the proposed rule change                 credits for the execution and routing of              credit, the Exchange is not proposing
                                                is available on the Exchange’s website at               securities listed on exchanges other than             any qualification criteria that must be
                                                http://nasdaq.cchwallstreet.com/, at the                Nasdaq and NYSE (‘‘Tape B                             met to receive the proposed $0.00325
                                                principal office of the Exchange, and at                Securities’’).                                        per share executed credit under Rules
                                                the Commission’s Public Reference                          A Designated Retail Order is an                    7018(a)(1)–(3).
                                                Room.                                                   agency or riskless principal order that
                                                                                                        meets the criteria of FINRA Rule                      2. Statutory Basis
                                                II. Self-Regulatory Organization’s                      5320.03 and that originates from a
                                                Statement of the Purpose of, and                        natural person and is submitted to                       The Exchange believes that its
                                                Statutory Basis for, the Proposed Rule                  Nasdaq by a member that designates it                 proposal is consistent with Section 6(b)
                                                Change                                                  as such, provided that no change is                   of the Act,5 in general, and furthers the
                                                   In its filing with the Commission, the               made to the terms of the order with                   objectives of Sections 6(b)(4) and 6(b)(5)
                                                Exchange included statements                            respect to price or side of market and                of the Act,6 in particular, in that it
                                                concerning the purpose of and basis for                 the order does not originate from a                   provides for the equitable allocation of
                                                the proposed rule change and discussed                  trading algorithm or any other                        reasonable dues, fees and other charges
                                                any comments it received on the                         computerized methodology. An order                    among members and issuers and other
                                                proposed rule change. The text of these                 from a ‘‘natural person’’ can include                 persons using any facility, and is not
                                                statements may be examined at the                       orders on behalf of accounts that are                 designed to permit unfair
                                                places specified in Item IV below. The                  held in a corporate legal form—such as                discrimination between customers,
                                                Exchange has prepared summaries, set                    an Individual Retirement Account,                     issuers, brokers, or dealers.
                                                forth in sections A, B, and C below, of                 Corporation, or a Limited Liability                      The Exchange believes that the
                                                the most significant aspects of such                    Company—that has been established for                 proposed $0.0033 per share executed
                                                statements.                                             the benefit of an individual or group of              credit is reasonable because it is
                                                                                                        related family members, provided that                 competitive with the credits of other
                                                A. Self-Regulatory Organization’s                       the order is submitted by an individual.              exchanges. For example, NYSE Arca
                                                Statement of the Purpose of, and                        Members must submit a signed written                  provides a $0.0033 per share credit for
                                                Statutory Basis for, the Proposed Rule                  attestation, in a form prescribed by                  Retail Orders that provide liquidity to
                                                Change                                                  Nasdaq, that they have implemented                    the NYSE Arca book.7
                                                1. Purpose                                              policies and procedures that are
                                                   The purpose of the proposed rule                     reasonably designed to ensure that                      5 15 U.S.C. 78f(b).
                                                change is to amend the credits provided                 substantially all orders designated by                  6 15 U.S.C. 78f(b)(4) and (5).
                                                                                                        the member as Designated Retail Orders                  7 The credit is available to ETP Holders, including
                                                for displayed Designated Retail Orders 4                                                                      Market Makers that execute an Average Daily
                                                                                                        comply with these requirements. Orders
                                                under Rules 7018(a)(1)–(3) by: (1)                                                                            Volume of Retail Orders that provide liquidity
                                                                                                        may be designated on an order-by-order                during the month that is 0.15% or more of the US
                                                Reducing the $0.0034 per share
                                                                                                        basis, or by designating all orders on a              CADV. US CADV is defined as ‘‘US CADV means
                                                  1 15  U.S.C. 78s(b)(1).
                                                                                                        particular order entry port as Designated             United States Consolidated Average Daily Volume
                                                                                                                                                              for transactions reported to the Consolidated Tape,
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                                                  2 17  CFR 240.19b–4.                                  Retail Orders.
                                                                                                                                                              excluding odd lots through January 31, 2014 (except
                                                   3 The proposed fees were initially filed with the       Currently, under Rules 7018(a)(1)–(3)              for purposes of Lead Market Maker pricing), and
                                                Commission as an immediately effective and              the Exchange provides a $0.0034 per                   excludes volume on days when the market closes
                                                operative rule change on February 1, 2018. See SR–      share executed credit to members for                  early and on the date of the annual reconstitution
                                                NASDAQ–2018–009. The Exchange is withdrawing            displayed Designated Retail Orders in                 of the Russell Investments Indexes. Transactions
                                                SR–NASDAQ–2018–009 and replacing it with this                                                                 that are not reported to the Consolidated Tape are
                                                filing, which makes a technical correction and          securities of all three Tapes. There is no            not included in US CADV.’’ See https://
                                                descriptive changes to the proposal.                    qualification criteria that must be met to            www.nyse.com/publicdocs/nyse/markets/nyse-arca/
                                                   4 As defined by Rule 7018.                           receive the credit under Rules                        NYSE_Arca_Marketplace_Fees.pdf.



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                                                                               Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices                                                9353

                                                   Currently, members are provided a                    will apply the same credit and criteria               impose any burden on competition is
                                                credit of $0.0034 per share executed;                   to all similarly situated members. Like               extremely limited.
                                                under the proposal, the credit will be                  the current credit, the Exchange will not                In this instance, the proposed changes
                                                $0.0033 per share executed.                             require a member to meet any                          to the credits available to members for
                                                   The Exchange believes that the                       qualification criteria to receive the                 execution of securities in securities of
                                                proposed $0.0033 per share executed                     credit. As a consequence, members will                all three Tapes do not impose a burden
                                                credit and the proposed qualification                   continue to have the opportunity to                   on competition because the Exchange’s
                                                criteria required to receive the credit is              receive a significant credit for such                 execution services are completely
                                                [sic] an equitable allocation and is not                orders, which the Exchange believes                   voluntary and subject to extensive
                                                unfairly discriminatory because the                     will also continue to provide incentive               competition both from other exchanges
                                                Exchange will apply the same credit to                  to members to enter such beneficial                   and from off-exchange venues. The
                                                all similarly situated members that meet                orders. In this regard, the Exchange                  proposed credits are reflective of the
                                                the qualification criteria. The proposed                notes that displayed liquidity promotes               Exchange’s desire to allocate credits and
                                                $0.0033 per share executed credit and                   price discovery and retail orders often               rebates to their most efficient use. The
                                                the proposed qualification criteria will                represent investors with long-term                    Exchange does not believe that
                                                reduce the cost of the incentive to the                 investment horizons.                                  proposed changes will reduce the level
                                                Exchange while also improving market                       Last, the Exchange notes that the                  of Designated Retail Orders provided to
                                                quality by applying a qualification                     proposed credits, like the current credits            the Exchange, but may reduce costs
                                                requirement that a member provide a                     provided for Designated Retail Orders,                incurred by the Exchange in supporting
                                                significant share of its volume in                      are available for orders that have                    the incentive. Thus, the proposed
                                                providing liquidity on the Exchange,                    originated from natural persons only.                 changes reflect a balance of targeting the
                                                namely, a ratio of at least 85% liquidity               The Exchange believes that limiting the               correct level of incentive for the
                                                provided through one or more of its                     credit to Designated Retail Orders is an              behavior sought. As discussed above,
                                                Nasdaq Market Center MPIDs to all                       equitable allocation and is not unfairly              the proposed credits are consistent [sic]
                                                volume (adding and removing liquidity)                                                                        the credits provided by other exchanges
                                                                                                        discriminatory because the credit is
                                                through one or more of its Nasdaq                                                                             for retail orders. In sum, if the changes
                                                                                                        designed to attract retail order flow to
                                                Market Center MPIDs. The Exchange has                                                                         proposed herein are unattractive to
                                                                                                        the Exchange, which also benefits other
                                                limited funds to apply in the form of                                                                         market participants, it is likely that the
                                                                                                        market participants (including non-
                                                incentives, and thus must deploy those                                                                        Exchange will lose market share as a
                                                                                                        natural persons) by providing additional
                                                limited funds to incentives that it                                                                           result. Accordingly, the Exchange does
                                                                                                        liquidity to the Exchange with which
                                                believes will be the most effective at                                                                        not believe that the proposed changes
                                                                                                        such other market participants may
                                                improving market quality in areas that                                                                        will impair the ability of members or
                                                                                                        interact. As noted above, displayed
                                                the Exchange determines are in need of                                                                        competing order execution venues to
                                                                                                        liquidity promotes price discovery and
                                                improvement. In this instance, reducing                                                                       maintain their competitive standing in
                                                the amount of credit provided and                       retail orders often represent investors
                                                                                                        with long-term investment horizons,                   the financial markets.
                                                applying new qualification criteria,
                                                which not all members that currently                    both of which benefit all market                      C. Self-Regulatory Organization’s
                                                qualify for the $0.0034 per share                       participants by providing more liquid                 Statement on Comments on the
                                                executed credit will likely satisfy,                    markets and a more diverse group of                   Proposed Rule Change Received From
                                                should reduce the cost of providing                     market participants.                                  Members, Participants, or Others
                                                credits for Designated Retail Orders. In                B. Self-Regulatory Organization’s                       No written comments were either
                                                turn, the Exchange would be able to                     Statement on Burden on Competition                    solicited or received.
                                                apply any funds realized by the
                                                proposed changes to other incentives                      The Exchange does not believe that                  III. Date of Effectiveness of the
                                                that may improve market quality.                        the proposed rule change will impose                  Proposed Rule Change and Timing for
                                                   The Exchange believes that the                       any burden on competition not                         Commission Action
                                                proposed $0.00325 per share executed                    necessary or appropriate in furtherance                  The foregoing rule change has become
                                                credit is reasonable because it is                      of the purposes of the Act. In terms of               effective pursuant to Section
                                                competitive with the credits of other                   inter-market competition, the Exchange                19(b)(3)(A)(ii) of the Act.9
                                                exchanges. As noted above, NYSE Arca                    notes that it operates in a highly                       At any time within 60 days of the
                                                provides a $0.0033 per share credit for                 competitive market in which market                    filing of the proposed rule change, the
                                                Retail Orders that provide liquidity to                 participants can readily favor competing              Commission summarily may
                                                the NYSE Arca book.8 Like the                           venues if they deem fee levels at a                   temporarily suspend such rule change if
                                                Exchange’s proposed $0.0033 per share                   particular venue to be excessive, or                  it appears to the Commission that such
                                                executed credit, NYSE Arca has                          credit opportunities available at other               action is: (i) Necessary or appropriate in
                                                qualification criteria required of its                  venues to be more favorable. In such an               the public interest; (ii) for the protection
                                                participants to receive its Retail Order                environment, the Exchange must                        of investors; or (iii) otherwise in
                                                credit. The proposed $0.00325 per share                 continually adjust its fees and credits to            furtherance of the purposes of the Act.
                                                executed credit will not have any such                  remain competitive with other                         If the Commission takes such action, the
                                                requirements. Thus, the lower credit                    exchanges and with alternative trading                Commission shall institute proceedings
                                                reflects the absence of additional                      systems that have been exempted from                  to determine whether the proposed rule
                                                                                                        compliance with the statutory standards
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                                                market-improving behavior required to                                                                         should be approved or disapproved.
                                                receive the credit.                                     applicable to exchanges. Because
                                                   The Exchange believes that $0.00325                  competitors are free to modify their own              IV. Solicitation of Comments
                                                per share executed credit is an equitable               fees and credits in response, and                       Interested persons are invited to
                                                allocation and is not unfairly                          because market participants may readily               submit written data, views, and
                                                discriminatory because the Exchange                     adjust their order routing practices, the             arguments concerning the foregoing,
                                                                                                        Exchange believes that the degree to
                                                  8 Id.                                                 which fee changes in this market may                    9 15   U.S.C. 78s(b)(3)(A)(ii).



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                                                9354                             Federal Register / Vol. 83, No. 43 / Monday, March 5, 2018 / Notices

                                                including whether the proposed rule                       SECURITIES AND EXCHANGE                                 A. Self-Regulatory Organization’s
                                                change is consistent with the Act.                        COMMISSION                                              Statement of the Purpose of, and
                                                Comments may be submitted by any of                                                                               Statutory Basis for, the Proposed Rule
                                                                                                          [Release No. 34–82791; File No. SR–
                                                the following methods:                                    NASDAQ–2018–015]
                                                                                                                                                                  Change
                                                Electronic Comments                                                                                               1. Purpose
                                                                                                          Self-Regulatory Organizations; The
                                                  • Use the Commission’s internet                         Nasdaq Stock Market LLC; Notice of                         Nasdaq offers complimentary services
                                                comment form (http://www.sec.gov/                         Filing and Immediate Effectiveness of                   under IM–5900–7 to companies listing
                                                rules/sro.shtml); or                                      Proposed Rule Change To Modify IM–                      on the Nasdaq Global and Global Select
                                                  • Send an email to rule-comments@                       5900–7 To Update the Values of, and                     Markets in connection with an initial
                                                sec.gov. Please include File Number SR–                   Permit a Third-Party Provider Selected                  public offering (other than a company
                                                NASDAQ–2018–013 on the subject line.                      by Nasdaq to Offer, Certain                             listed under IM–5101–2), upon
                                                Paper Comments                                            Complimentary Services Provided to                      emerging from bankruptcy, in
                                                                                                          Certain Newly Listing Companies                         connection with a spin-off or carve-out
                                                   • Send paper comments in triplicate                                                                            from another company, or in
                                                to Secretary, Securities and Exchange                     Pursuant to the Rule
                                                                                                                                                                  conjunction with a business
                                                Commission, 100 F Street NE,                              February 28, 2018.                                      combination that satisfies the conditions
                                                Washington, DC 20549–1090.                                   Pursuant to Section 19(b)(1) of the                  in Nasdaq IM–5101–2(b) (‘‘Eligible New
                                                All submissions should refer to File                      Securities Exchange Act of 1934                         Listings’’) and to companies (other than
                                                Number SR–NASDAQ–2018–013. This                           (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 a company listed under IM–5101–2)
                                                file number should be included on the                     notice is hereby given that, on February                switching their listing from the New
                                                subject line if email is used. To help the                15, 2018, The Nasdaq Stock Market LLC                   York Stock Exchange (‘‘NYSE’’) to the
                                                Commission process and review your                        (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the             Global or Global Select Markets
                                                comments more efficiently, please use                     Securities and Exchange Commission                      (‘‘Eligible Switches’’).3 Nasdaq believes
                                                only one method. The Commission will                      (‘‘SEC’’ or ‘‘Commission’’) the proposed                that the complimentary service program
                                                post all comments on the Commission’s                     rule change as described in Items I and                 offers valuable services to newly listing
                                                internet website (http://www.sec.gov/                     II below, which Items have been                         companies, designed to help ease the
                                                rules/sro.shtml). Copies of the                           prepared by the Exchange. The                           transition of becoming a public
                                                submission, all subsequent                                Commission is publishing this notice to                 company or switching markets, makes
                                                amendments, all written statements                        solicit comments on the proposed rule                   listing on Nasdaq more attractive to
                                                with respect to the proposed rule                         change from interested persons.                         these companies, and also provides
                                                change that are filed with the                                                                                    Nasdaq Corporate Solutions the
                                                Commission, and all written                               I. Self-Regulatory Organization’s
                                                                                                          Statement of the Terms of Substance of                  opportunity to demonstrate the value of
                                                communications relating to the                                                                                    its services and forge a relationship with
                                                proposed rule change between the                          the Proposed Rule Change
                                                                                                                                                                  the company. The services offered
                                                Commission and any person, other than                        The Exchange proposes to modify IM–                  include a whistleblower hotline,
                                                those that may be withheld from the                       5900–7, which describes the package of                  investor relations website, disclosure
                                                public in accordance with the                             complimentary services provided to                      services for earnings or other press
                                                provisions of 5 U.S.C. 552, will be                       certain new listings, to update the value               releases, webcasting, market analytic
                                                available for website viewing and                         of the services and allow services to be                tools, and may include market advisory
                                                printing in the Commission’s Public                       provided either by Nasdaq Corporate                     tools such as stock surveillance.4
                                                Reference Room, 100 F Street NE,                          Solutions or a third-party service                         Nasdaq proposes to update the values
                                                Washington, DC 20549 on official                          provider selected by Nasdaq.                            of the services contained in IM–5900–7
                                                business days between the hours of                           The text of the proposed rule change                 to their current values. Depending on a
                                                10:00 a.m. and 3:00 p.m. Copies of the                    is available on the Exchange’s website at               company’s market capitalization and
                                                filing also will be available for                         http://nasdaq.cchwallstreet.com, at the                 whether it is an Eligible New Listing or
                                                inspection and copying at the principal                   principal office of the Exchange, and at                an Eligible Switch, the total revised
                                                office of the Exchange. All comments                      the Commission’s Public Reference                       value of the services provided ranges
                                                received will be posted without change.                   Room.                                                   from $150,000 to $824,000, and one-
                                                Persons submitting comments are                           II. Self-Regulatory Organization’s                      time development fees of approximately
                                                cautioned that we do not redact or edit                   Statement of the Purpose of, and                        $5,000 are waived.5
                                                personal identifying information from                     Statutory Basis for, the Proposed Rule
                                                comment submissions. You should                           Change                                                    3 See Exchange Act Release No. 65963 (December

                                                submit only information that you wish                                                                             15, 2011), 76 FR 79262 (December 21, 2011) (SR–
                                                to make available publicly. All                              In its filing with the Commission, the               NASDAQ–2011–122) (adopting IM–5900–7);
                                                                                                          Exchange included statements                            Exchange Act Release No. 72669 (July 24, 2014), 79
                                                submissions should refer to File                                                                                  FR 44234 (July 30, 2014) (SR–NASDAQ–2014–058)
                                                Number SR–NASDAQ–2018–013, and                            concerning the purpose of and basis for                 (adopting changes to IM–5900–7); Exchange Act
                                                should be submitted on or before March                    the proposed rule change and discussed                  Release No. 78806 (September 9, 2016), 81 FR
                                                26, 2018.                                                 any comments it received on the                         63523 (September 15, 2016) (SR–NASDAQ–2016–
                                                                                                          proposed rule change. The text of these                 098); Exchange Act Release No. 79366 (November
                                                  For the Commission, by the Division of                  statements may be examined at the                       21, 2016), 81 FR 85663 (November 28, 2016) (SR–
                                                Trading and Markets, pursuant to delegated                                                                        NASDAQ–2016–106).
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                                                                                                          places specified in Item IV below. The                    4 In addition, all companies listed on Nasdaq
                                                authority.10
                                                                                                          Exchange has prepared summaries, set                    receive services from Nasdaq, including Nasdaq
                                                Eduardo A. Aleman,                                        forth in sections A, B, and C below, of                 Online and the Market Intelligence Desk.
                                                Assistant Secretary.                                      the most significant aspects of such                      5 The exact values are set forth in proposed IM–

                                                [FR Doc. 2018–04420 Filed 3–2–18; 8:45 am]                                                                        5900–7. Under the current rule the stated value of
                                                                                                          statements.                                             the services provided ranges from $141,000 to
                                                BILLING CODE 8011–01–P
                                                                                                                                                                  $754,000, and one-time development fees of
                                                                                                            1 15   U.S.C. 78s(b)(1).                              approximately $3,500 are waived. In describing the
                                                  10 17   CFR 200.30–3(a)(12).                              2 17   CFR 240.19b–4.                                 total value of the services for companies that can



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Document Created: 2018-03-03 02:45:58
Document Modified: 2018-03-03 02:45:58
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 9351 

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